SecProbe.io

UNITED STATES
SECURITIES  AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0402
DIVISION OF
CORPORATION FINANCE

  Mail Stop 3561          May 10, 2010  China Green Agriculture, Inc. Ying Yang-Chief Financial Officer 3rd Floor, Borough A, Block A, No. 181, South Taibai Road, X’ian, Shaanxi Province, People’s Republic of China  710065
Re: China Green Agriculture, Inc.    Form 10-K for the fiscal year ended June 30, 2009
  File Number: 001-34260
Dear Ms. Yang:

We have reviewed your filings and have the following comments.  Where
indicated, we think you should revise your filings in response to these comments.  If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some
of our comments, we may ask you to provide us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

China Green Agriculture, Inc.
Ying Yang-Chief Financial Officer
May 10, 2010 Page 2  Form 10-K for the Fiscal Year Ended June 30, 2009

 Notes to Consolidated Financial Statements

 Note 14- Income Taxes, page F-17

 1. You indicate that, due to your non-operating stat us in the U.S. and tax free status in
China, you had no deferred taxes for the fiscal years ended June 30, 2009 and 2008.  However, we note that Techteam Jinong is taxed at a 15% rate.  In addition, your
disclosure in the first para graph of Note 14 indicates th at deferred income taxes are
recognized for the tax consequences in futu re years of differences between the tax
bases of your assets and liab ilities and the related financ ial reporting amounts at the
end of each period.  As such, please clarify your position that you had no deferred taxes due to your non-operating st atus in the U.S. and tax free status in China.  Also,
please tell us, in detail, how your current disclosures comply with the disclosure
requirements set forth in para graphs 43-49 of SFAS 109.
 2. We note that you reconciled the U.S. statutory rate to your e ffective tax rate.  In this
regard, it is not clear why you used the U.S. statutory rate when all of your operations
are conducted in the People’s Republic of China.  Please advise.
3. You indicate that you have a net operating lo ss in other tax jurisdictions.  However,
you disclose that all of your  operations are conducted in  the People’s Republic of
China.  As such, please tell us the other ta x jurisdictions in which you operate as well
as the nature of the losses incurred in such jurisdictions.
 Note 16 – Stockholders Equity, page F-18

 4. We note your disclosure with respect to the 2009 Make Good Shares, and the transfer
of those 3,156,808 shares to Mr. Tao Li in the event the 2009 Target s were met.  We
also note that, according to your Form  8-K, dated December 26, 2007, filed in
connection with the Securities Purchase Agreement and the Private Placement, Mr.
Tao Li was given the opportunity to ac quire up to 6,535,676 additional shares (the
“Earn In Shares”), if certain conditions were met.  The first of these conditions was the entry by Mr. Tao Li into a binding empl oyment agreement for a term of not less
than five years.  Additional conditions included the achievement of defined profit
levels for the fiscal year ending June 30, 2008.  Based on the table of ownership included in your most recent Proxy Statement, it appears that Mr. Tao Li has received
all of the 2009 Make Good Shares as well as a ll of the Earn In Shares.  In this regard,
we note your disclosure in the aforementioned Form 8-K, dated December 26, 2007, that one of the purposes of the arrangements with respect to the Earn In Shares was to
incentivize Mr. Tao Li in connection with TechTeam’s business.  Accordingly, since
Mr. Tao Li did in fact enter into a bindi ng five-year employment agreement in early
2008, it appears his receipt of shares in connection with his employment could be

China Green Agriculture, Inc.
Ying Yang-Chief Financial Officer
May 10, 2010 Page 3
viewed as compensatory.  This would in clude shares received upon the achievement
of defined profit levels for the fiscal y ears ending June 30, 2008 and 2009.  Please tell
us why your results of operations for th e fiscal years ending June 30, 2008 and 2009
do not reflect any compensation expense re lating to these arrangements.  In your
response, include a discussion of the accounti ng literature you relied upon in reaching
your conclusions.
 5. Please provide us with a copy of the employ ment agreement with respect to Mr. Tao
Li, and tell us why this employment agreement was not filed as an exhibit to your Form 10-K.
 6. We note the disclosure that you incu rred Effectiveness Damages of $704,494
resulting from the late effectiveness of  your Registration Statement on Form S-1.
Please tell us how these damages are reflect ed on your consolidated statements of
income.  In this regard, on page 35, you re fer to a “one-time” charge of $506,142 that
appears to relate to the same matter.  Al so, if amounts related to liquidated damages
are included in interest expense, consider revising your consolid ated statements of
income in future filings to  reflect such amounts as a se parate line item since these
amounts do not represent interest in curred with respect to borrowings.

Signatures, page S-1

7. In future filings, please include the signatu res of your principal executive, principal
financial and principal accounting officers in  the second signature block with those of
the majority of your board of directors.  Refer to General Instruction D to the Form
10-K.

* * * * *
 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

China Green Agriculture, Inc.
Ying Yang-Chief Financial Officer May 10, 2010 Page 4  ‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Juan Migone  at (202) 551-3312 or me at (202) 551-3211 if you
have questions regarding comments on the fina ncial statements and related matters.

Sincerely,

 David R. Humphrey Branch Chief